Davis Polk advised Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several underwriters in connection with an SEC-registered follow-on offering of 10,925,000 ordinary shares of Fleetmatics Group PLC, of which 1,000,000 ordinary shares were issued and sold by the Company and 9,925,000 ordinary shares were sold by the selling shareholders, for an aggregate price to the public of $313.5 million. The shares include 1,425,000 ordinary shares purchased by the underwriters pursuant to an option provided by one selling shareholder.

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Davis Polk advised the underwriters in connection with a $132.2 million offering of common stock of Rally Software Development Corp. at $24.75 per share, consisting of 250,000 shares of common stock offered by the company and 5,089,455 shares of common stock offered by the selling stockholders (including 729,058 shares in respect of the exercise in full of the underwriters’ option to purchase additional shares). The offering resulted in gross proceeds of $6.2 million to the company and $126.0 million to the selling stockholders. Deutsche Bank Securities Inc. and Piper Jaffray & Co. acted as lead book-running managers and Needham & Company, LLC, JMP Securities LLC, William Blair & Company, L.L.C. and Wunderlich Securities, Inc. acted as co-managers. Rally Software’s common stock is traded on the New York Stock Exchange under the symbol “RALY.”

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